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'ICI• .N\� MEMORANDUM
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Date: 7 r�
To: Al
From: City Clerk f�
AGREEMENT
Please let us know the status of the above agreement, and if it may be closed.
STATUS:
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Date & Initials
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WTA Airports
Z Raundary Drawing
AGREEMENT #4441
CM signed 1-9-02
CITY OF PALM SPRINGS — -
CONTRACT SERVICES AGREEMENT FOR
(SHORT FORM)
THIS CONTRACT SERVICES AGREEMENT (herein "Agreement') is made and entered
into this 9 day of January, 2002, by and between the CITY OF PALM SPRINGS, a municipal
corporation (herein "City") and VSA AIRPORTS (herein "Contractor"). (The term
Contractor includes professionals performing in a consulting capacity).
NOW, THEREFORE, the parties hereto agree as follows:
1.0 SERVICES OF CONTRACTOR
1.1 Scope of Services. In compliance with all of the terms and conditions of this
Agreement, the Contractor shall perform the work or services set forth in the"Scope of Services"
attached hereto as Exhibit"A" and incorporated herein by reference. Contractor warrants that all
work and services set forth in the Scope of Services will be performed in a competent,professional
and satisfactory manner.
1.2 Compliance With Law. All work and services rendered hereunder shall be
provided in accordance with all ordinances, resolutions,statutes, rules, and regulations of the City
and any Federal, State or local governmental agency of competent jurisdiction.
1.3 Licenses, Permits, Fees and Assessments. Contractor shall obtain at its sole
cost and expense such licenses, permits and approvals as may be required by law for the
performance of the services required by this Agreement.
2.0 COMPENSATION
2.1 Contract Sum. For the services rendered pursuant to this Agreement,
Contractor shall be compensated in accordance with the "Schedule of Compensation" attached
hereto as Exhibit "B" and incorporated herein by this reference, but not exceeding the maximum
contract amount of $4,750.00 Dollars ("Contract Sum").
2.2 Method of Payment. Provided that Contractor is not in default under the
terms of this Agreement, Contractor shall be paid as outlined
in Exhibit"B", Schedule of Compensation.
3.0 COORDINATION OF WORK
3.1 Representative of Contractor. _Rodger Sheraton_is hereby designated as
being the principal and representative of Contractor authorized to act in its behalf with respect to the
work and services specified herein and make all decisions in connection therewith.
3.2 Contract Officer. George Wyatt is hereby designated as
being the representative the City authorized to act in its behalf with respect to the work and services
specified herein and make all decisions in connection therewith ("Contract Officer"). The City
Manager of City shall have the right to designate another Contract Officer by providing written
notice to Contractor.
3.3 Prohibition Against Subcontracting or Assignment. Contractor shall not
contract with any entity to perform in whole or in part the work or services required hereunder
without the express written approval of the City. Neither this Agreement nor any interest herein may
be assigned or transferred, voluntarily or by operation of law, without the prior written approval of
City. Any such prohibited assignment or transfer shall be void.
3.4 Independent Contractor. Neither the City nor any of its employees shall have
any control over the manner, mode or means by which Contractor, its agents or employees,
perform the services required herein, except as otherwise set forth. Contractor shall perform all
services required herein as an independent contractor of City and shall remain under only such
obligations as are consistent with that role. Contractor shall not at any time or in any manner
represent that it or any of its agents or employees are agents or employees of City.
4.0 INSURANCE AND INDEMNIFICATION
4.1 Insurance. The Contractor shx'I procure and maintain,at its sole cost and
expense, in a form and content satisfactory to City, during the entire term of this Agreement
including any extension thereof, the following policies of insurance:
(a) Comprehensive General Liability Insurance. A policy of
comprehensive general liability insurance written on a per occurrence basis in an amount
not less than either(i) a combined single limit of$1,000,000.00 or(ii) bodily injury limits of
$500,000.00 per person, $1,000,000.00 per occurrence and $1,000,000,00 products and
completed operations and property damage limits of$500,000.00 per occurrence. If the
Contract Sum is greater than$500,000.00,the policy of insurance shall be in an amount not
less than $5,000,000.00 combined single limit.
(b) Worker's Compensation Insurance. A policy of worker's
compensation insurance in such amount as will fully comply with the laws of the State of
California and which shall indemnify, insure and provide legal defense for both the
Contractor and the City against any loss, claim or damage arising from any injuries or
occupational diseases occurring to any worker employed by or any persons retained bythe
Contractor in the course of carrying out the work or services contemplated in this
Agreement.
(c) Automotive Insurance. A policy of comprehensive automobile liability
insurance written on a per occurrence basis in an amount not less than either (i) bodily
injury liability limits of $500,000.00 per person and $1,000,000.00 per occurrence and
property damage liability limits of $250,000.00 per occurrence and $500,000.00 in the
aggregate or (ii) combined single limit liability of$1,000,000.00. Said policy shall include
coverage for owned, nonowned, leased and hired cars.
(d) Additional Insurance: Policies of such other insurance, including
Professional Liability Insurance, as may be required in the Scope of Services, Exhibit"A".
All of the above policies of insurance shall be primary insurance and shall name the City,its
officers, employees and agents as additional insured,except that the City shall not be named as an
additional insured for the Worker's Compensation Insurance nor the Professional Liability
Insurance.The insurer shall waive all rights of subrogation and contribution it may have against the
City, its officers, employees and agents and their respective insurers. All of said policies of
insurance shall provide that said insurance may not be amended or canceled without providing
thirty(30)days prior written notice by registered mail to the City. In the event any of said policies of
insurance are canceled,the Contractor shall, prior to the cancellation date,submit new evidence of
insurance in conformance with this Section 4.1 to the Contract Officer. No work or services under
this Agreement shall commence until the Contractor has provided the City with Certificates of
Insurance or appropriate insurance binders evidencing the above insurance coverages and said
Certificates of Insurance or binders are approved by the City.
The Contractor agrees that the provisions of this Section 4.1 shall not be construed as
limiting in any way the extent to which the Contractor may be held responsible for the payment of
damages to any persons or property resulting from the Contractor's activities orthe activities of any
person or persons for which the Contractor is otherwise responsible.
The insurance required by this Agreement shall be satisfactory only if issued by companies
qualified to do business in California, rated "A" or better in the most recent edition of Best Rating
Guide,The Key Rating Guide or in the Federal Register,and only if they are of a financial category
Class VII or better, unless such requirements are waived by the City Manager or designee of the
City due to unique circumstances.
4.2 Indemnification. Contractor agrees to indemnify the City, its officers,agents
and employees against, and will hold and save them and each of them harmless from,any and all
actions, suits, claims, damages to persons or property, losses, costs, penalties,obligations,errors,
omissions or liabilities, including paying any legal costs, attorneys fees, or paying any judgment
(herein "claims or liabilities")that may be asserted or claimed by any person, firm or entity arising
out of or in connection with the negligent performance of the work or services of Contractor, its
agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent
acts or omissions of Contractor hereunder,or arising from Contractor's negligent performance of or
failure to perform any term, provision,covenant or condition of this Agreement, but excluding such
claims or liabilities to the extent caused by the negligence or willful misconduct of the City.
5.0 TERM
5.1 Term. Unless earlier terminated in accordance with Section 5.2 below,this
Agreement shall continue in full force until January 31, 2002
5.2 Termination Prior to Expiration of Term. Either party may terminate this
Agreement at any time,with or without cause, upon thirty(30)days'written notice to the other party.
Upon receipt of the notice of termination, the Contractor shall immediately cease all work or
services
hereunder except as may be specifically approved by the Contract Officer. In the event of
termination by the City, Contractor shall be entitled to compensation for all services rendered prior
to the effectiveness of the notice of termination and for such additional services specifically
authorized by the Contract Officer and City shall be entitled to reimbursement for any compensation
paid in excess of the services rendered.
6.0 MISCELLANEOUS
6.1 Covenant Against Discrimination. Contractor covenants that, by and for
itself, its heirs, executors, assigns and all persons claiming under orthrough them,that there shall
be no discrimination against or segregation of, any person or group of persons on account of race,
color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this
Agreement. Contractor shall take affirmative action to ensure that applicants are employed and
that employees are treated during employment without regard to their race, color, creed, religion,
sex, marital status, national origin or ancestry.
6.2 Nonliability of City Officers and Employees. No officer or employee of the City
shall be personally liable to the Contractor, or any successor in interest, in the event of any default
or breach by the City or for any amount which may become due to the Contractor or to its
successor, or for breach of any obligation of the terms of this Agreement.
6.3 Conflict of Interest. No officer or employee of the City shall have any financial
interest, director indirect, in this Agreement nor shall any such officer or employee participate in any
decision relating to the Agreement which effects his financial interest or the financial interest of any
corporation, partnership or association in which he is, directly or indirectly, interested,in violation of
any State statute or regulation. The Contractor warrants thct it has not paid or given and will not
pay or give any third party any money or other consideration for obtaining this Agreement.
6.4 Notice. Any notice, demand, request, document, consent, approval, or
communication either party desires or is required to give to the other party orany other person shall
be in writing and either served personally or sent by prepaid,first class mail, in the case of the City,
to the City Manager and to the attention of the Contract Officer, CITY OF PALM SPRINGS, P.O.
Box 2743, Palm Springs, California 92263, and in the case of the Contractor,to the person at the
address designated on the execution page of this Agreement.
6.5 Interpretation. The terms of this Agreement shall be construed in accordance
with the meaning of the language used and shall not be construed for or against either party by
reason of the authorship of this Agreement or any other rule of construction which might otherwise
apply.
6.6 Integration;Amendment. It is understood that there are no oral agreements
between the parties hereto affecting this Agreement and this Agreement supersedes and cancels
any and all previous negotiations, arrangements, agreements and understandings,if any, between
the parties, and none shall be used to interpret this Agreement. This Agreement may be amended
at any time by the mutual consent of the parties by an instrument in writing.
6.7 Severability. In the event that part of this Agreement shall be declared invalid
or unenforceable by a valid judgment or decree of a court of competent jurisdiction,such invalidity
or unenforceability shall not affect any of the remaining portions of this Agreement which are hereby
declared as severable and shall be interpreted to carry out the intent of the parties hereunder
unless the invalid provision is so material that its invalidity deprives either party of the basic benefit
of their bargain or renders this Agreement meaningless.
6.8 Waiver. No delay or omission in the exercise of any right or remedy by a
nondefaulting party on any default shall impair such right or remedy or be construed as a waiver. A
party's consent to or approval of any act by the other party requiring the party's consent or approval
shall not be deemed to waive or render unnecessary the other party's consent to or approval of any
subsequent act. Any waiver by either party of any default must be in writing and shall not be a
waiver of any other default concerning the same or any other provision of this Agreement.
6.9 Attorneys' Fees. If either party to this Agreement is required to initiate or
defend or made a party to any action or proceeding in any way connected with this Agreement,the
prevailing party in such action or proceeding, in addition to any other relief which may be granted,
whether legal or equitable, shall be entitled to reasonable attorney's fees,whether or not the matter
proceeds to judgment.
6.10 Corporate Authority. The persons executing this Agreement on behalf of the
parties hereto warrant that(i)such party is duly organized and existing, (ii)they are duly authorized
to execute and deliver this Agreement on behalf of said party, (iii)by so executing this Agreement,
such party is formally bound to the provisions of this Agreement, and (iv) the entering into this
Agreement does not violate any provision of any other Agreement to which said party is bound.
IN WITNESS WHEREOF, the parties have executed and entered into this
Agreement as of the date first written above.
CITY OF PALM SPRINGS,
APPROVED BY:
a municipal corporation
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City Manager By:
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(Check one:_Individual_Partnership
City Clerk _Corporation
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By:
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�,aGF CIdFD AS TO iFC�3il� Rodger Sheraton �� % `�
Print Name&Title
it i Attorney
By:
Signature
Print Name&Title
Mailing Address:
EXHIBIT"A"
SCOPE OF SERVICES
VSA Airports, Inc. will produce a Palm Springs International Airport modified Foreign-Trade Zone
(FTZ) boundary description and drawing. The work includes:
1. A description of the airport boundary;
2. A description of the airport building restriction line (extended to the end of the runway(s)
clear zone;
3. Quantify the acreage between the airport boundary and the building restriction line;
4. 4. An exhibit (drawing) delineating both boundaries.
Work shall be completed no later than January 31, 2002
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EXHIBIT "B"
SCHEDULE OF COMPENSATION
Compensation for the services to be provided shall be $4750.00.
Payment shall be made in a lump sum amount upon completion of, delivery to and acceptance of
all work by the designated City representative.
HAUSERSMIoPUBLIMStandard Service Agreements\Contract Service Agmt Short Form.wpd
October 30,2001
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EXHIBIT`B"
SPECIAL REQUIREM$NTS
The following Sections shall not be applicable,to wit:
4.0 INSURANCE AND INDEMNIFICATION
4.1 Insurance
4.2 Indemnification